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TCI Cablevision of Oregon, Inc - Permit & ROW CITY OF TIGARD PERMIT and RIGHT-OF-WAY AGREEMENT The City of Tigard,Washington County, Oregon(hereinafter"City") authorized to and hereby does grant to TCI Cablevision of Oregon,Inc. (hereinafter"TCP')a non-exclusive permit and right of way agreement to allow for the construction, operation and maintenance of a cable communications system in the area identified in"Exhibit A." The grant of this permit and right-of-way agreement is in consideration of the payment by TCI to Tigard of a fee in the amount of five per cent(5%) of the gross receipts generated in any manner through the operation of the cable system under this franchise. This amount is separate from any amount of monies and/or other monetary or non-monetary obligations owed Tigard as a result of its participation in and entitlements arising under the franchise agreement between TCI and the Metropolitan Area Communications Commission (hereinafter "MACC"). Except as specifically identified below, the terms of the permit and right-of-way agreement shall be identical tothe"Cable Television Franchise Agreement between Washington County, Oregon and TCI Cablevision of Oregon, Inc.", a copy of which is attached hereto as Exhibit"C" and incorporated herein by reference. 1. "Grantor" as defined in Section 2(s) of"C", shall mean the City of Tigard; 2. The term of the agreement (as set out in Section 3.1 of"C") shall commence as of the date executed by both Tigard and TCI and end on February 10, 1999, unless otherwise provided for by the parties in a subsequent agreement; 3. TCI shall not be obligated nor shall pay Tigard any monies under the terms of this right of way permit other than the 5% franchise fee referred to above, including the amount referred to as "PEG access capital funding" in Section 6.6(b)of"C" and the amount referred to as "Incidental Payment" in Section 8.5 of"C." However, Tigard shall be an additional named beneficiary of the faithful performance bond required to be posted by TCI under the terms of Section 8.2 of"C." 4. TCI agrees to defend, indemnify and hold harmless Tigard consistent with the terms of and obligations under Section 8.3 and 8.4, of"C." 5. TCI shall not be required to perform other system tests in addition to those required of TCI under the terms of the Section 5.12 of "C" nor required to provide the City a separate annual report pursuant to the terms of Section 12.3(b) of"C." PERMIT AND RIGHT-OF-WAY AGREEMENT Page 1 6. TCI shall send all notices and other communications concerning this permit and right of way to Tigard's agent for such matters to: Metropolitan Area Communications Commission Suite 6020 1815 NW 169th Place Beaverton, Oregon 97006-4886. Accepted this ?4ay of IL �, , 1996, subject to applicable federal, state and local law. CITY OF TIGARD, OREGON TCI CABLEVISION OF OREGON, INC. William A. Monahan, Administrator David Reynolds, President i METROPOLITAN AREA CO CATIONS CO SS ON (MACC) poe\ac m\90024Vcimw.agr(4/19/96) PERMIT AND RIGHT-OF-WAY AGREEMENT Page 2